Notwithstanding any other provision contained herein, the undersigned shall be permitted to make transfers, sales, tenders or other dispositions of Lock-Up Securities to a bona fide third party pursuant to a tender offer for securities of the Company or any other transaction, including, without limitation, a merger, consolidation or other business combination, involving a change of control of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Lock-Up Securities in connection with any such transaction, or vote any Lock-Up Securities in favor of any such transaction); provided, that all Lock-Up Securities subject to this letter agreement that are not so transferred, sold, tendered or otherwise disposed of remain subject to this letter agreement; and provided, further, that it shall be a condition of transfer, sale, tender or other disposition that if such tender offer or other transaction is not completed, any Lock-Up Securities subject to this letter agreement shall remain subject to the restrictions herein.
This agreement (“Lock-Up Agreement”) is being delivered to you in connection with the
(Signature) (Representative Capacity, if Applicable) LOCK-UP/LEAK-OUT AGREEMENT COUNTERPART SIGNATURE PAGE
In furtherance of the foregoing, the Purchaser will # place an irrevocable stop order on all Purchaser Merger Shares which are Lock-up Shares, including those which may be covered by a registration statement, and # notify the Purchaser’s stock transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under this Agreement and direct the Purchaser’s transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares, except in compliance with this Agreement.
SECTION #: Lock-Up.
as a bona fide gift or gifts, provided that prior to any such transfer the recipient thereof agrees in writing to be bound by the terms of this Lock-Up Agreement and confirms that he, she or it has been in compliance with the terms of this Lock-Up Agreement since the date hereof (to the extent applicable);
The Sponsor, Representative and each Insider agrees that it, he or she shall not Transfer any Private Placement Units, Private Placement Rights, Private Placement Shares or shares of Common Stock issued or issuable upon the conversion of the Private Placement Rights until 30 days after the completion of a Business Combination (the “Private Placement Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).
This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
Termination. This Letter Agreement shall terminate on the earlier of # the expiration of the Founder Shares Lock-up Period and # the liquidation of the Company.
All equity compensation received as part of the Corporate Advisory Fee, pursuant to this agreement, shall be subject to a lock-up provision, with the following schedule:
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